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Contracts policy

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Section 1 - Preamble

(1) This Policy was approved by University Council on 13 March 2014 and incorporates all amendments to 17 July 2015.

(2) The Policy is pursuant to Statute 8.1 - The Seal of the University and includes the following schedule:

  1. Schedule A: Contract Process.
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Section 2 - Purpose

(3) This Procedure sets out the rules for entering into contracts on behalf of the University.

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Section 3 - Scope

(4) This Procedure applies to all contracts entered into by the University.

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Section 4 - Policy

General requirements

(5) The University may enter into contracts that:

  1. are in the best interests of the University
  2. are compatible with the objects of the University in section 5 of the Deakin University Act 2009 (Vic)
  3. comply with all laws and all University statutes, regulations, policies and procedures.

Roles

(6) Contract sponsors are responsible for ensuring that contracts within their area of responsibility are:

  1. negotiated, approved, documented, signed and stored in compliance with this Policy, the Contractors and Consultants procedure and any other relevant University policies and procedures
  2. correctly valued and not structured to avoid the approvals required under this Policy
  3. assigned to a contract manager.

(7) A contract manager is responsible for managing the proper performance of a contract and the University's obligations under a contract throughout the life of the contract. The contract sponsor for a particular contract may also be the contract manager.

(8) All roles, stages and conditions of the contract, including the contract value, are outlined in Schedule A: Contract Process.

Negotiation and approval of proposed contracts

(9) The negotiation of proposed contracts must be fair and transparent and free from any conflict of interest.

(10) Appropriate advice must be sought in relation to all proposed contracts, including (where relevant) advice from the University's Commercial Management Unit, Corporate Finance, Corporate Governance, Risk and Compliance Services Division, Procurement Services, Facilities Services, Deakin Research, Human Resources Division, eSolutions and the University Solicitor's Office.

(11) Proposed contracts must be approved in accordance with all relevant University policies and procedures, and if there is no approval process under a policy or procedure, by an authorised signatory under this Policy (refer Schedule A: Contract Process).

Contract documentation

(12) The University Solicitor's Office must be instructed to draft or to review and approve the form of the contract (unless clauses 13 or 14 apply).

(13) The following transactions may be made by purchase order in accordance with the Procurement policy and Procurement procedure:

  1. the purchase of goods up to a value of $15,000 (excluding GST) where no special terms and conditions apply; and
  2. the purchase of services up to a value of $15,000 (excluding GST) where the arrangements comply with the Contractors and Consultants procedure.

(14) Standard Form Agreements available on the University Solicitor's Office website have been approved by the University Solicitor's Office for the purposes of clause 12 and may be used by staff with authorised access where they are used in accordance with any instructions on the University Solicitor's Office website, the terms and conditions are not amended and where all other provisions of this Policy and related procedures are complied with.

(15) All fully executed contracts must be fully documented, including contract budgets, any tender documentation, variations of contract and, where appropriate, contractor performance evaluation.

Contracts valued more than $500,000

(16) If the value of a contract exceeds $500,000, once the form of the contract has been approved by the University Solicitor's Office in accordance with clause 12, it must be approved by the Chief Operating Officer. National Health and Medical Research Council (NHMRC) and Australian Research Council (ARC) funding agreements with non-negotiable, generic terms and conditions are exempt from this requirement.

Authorised signatories

(17) Contracts must not be signed unless all required approvals under clauses 11, 12 and 16 (above) have been obtained.

(18) Contracts must be signed by the University and the other party or parties before commencement.

(19) Only an authorised signatory may sign a contract on behalf of the University.

(20) An authorised signatory may sign a contract on behalf of the University whether the contract is expressed to be executed as an agreement or as a deed.

(21) A contract sponsor is an authorised signatory for contracts that are:

  1. within the contract sponsor's area of responsibility; and
  2. if the contract involves the payment of money by or to the University, where the contract value is within the contract sponsor's expenditure limit under the Financial Delegations policy.

(22) The Vice-Chancellor is an authorised signatory for a contract with a contract value in excess of the Vice-Chancellor's delegation in the Financial Delegations policy if:

  1. the contract is necessary to progress the ordinary business of the University; and
  2. there is insufficient time to obtain Council approval or Council has already approved entry into the contract; and
  3. the contract is reported to Council at its next meeting.

(23) Contracts that are required by law to be made under seal must be signed and sealed in accordance with Statute 8.1 - The Seal of the University.

Record keeping

(24) After a contract has been properly signed:

  1. a copy of the contract must be entered into the Deakin Contracts Record System; and
  2. the original document must then be sent to the Records Unit to be retained for the relevant retention period.

(25) The University Records Unit is required to ensure that contract record keeping meets the requirements of the University and is in accordance with relevant legislation and standards.

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Section 5 - Procedure

(26) There is no attendant procedure.

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Section 6 - Definitions

(27) For the purpose of this Policy:

  1. Contract: an agreement between the University and a third party or parties. For the purposes of this Policy and related procedures, a contract includes purchase orders, heads of agreement, memoranda of understanding, letters of intent, tenders, strategic partnerships, variations and extensions to existing contracts.
  2. Contract manager: a University staff member appointed by a contract sponsor to monitor and manage a contract.
  3. Contract sponsor: a member of the Executive, an Executive Director, a Director of an Institute, a Head of School, a Faculty General Manager or Deputy Faculty General Manager, the University Librarian, a Head or Director of a Unit, a Deputy Vice-President (reporting to an Executive member Vice-President), the University Solicitor and any other Financial Delegate listed in Table A to the Financial Delegations policy with an expenditure limit of at least $100,000.
  4. Contract value: the value of a contract over its life (excluding GST), or where the contract relates to the conduct of a research project and the University is not the administrator of the funding for the project, the value of the University's cash and in-kind contributions and allocations of funding to the University from the administrator over the life of the contract (excluding GST).